Segway Segues Over Choice Of Law Question Inherent In Officer Caremark Claims

Last year, Vice Chancellor J. Travis Laster's  ruled that McDonald's Corporation's former Executive Vice President and Global ChiefPeople Officer, David Fairhurst, owed a duty of oversight comparable to the duty articulated by Chancellor Allen in In...

I Say Again That Section 2116 Says Nothing About Officers

Recently, I took note of the fact that the California Supreme Court as granted review of EpicentRx, In.c v. Superior Court,95 Cal. App. 5th 890 (2023),review granted 539 P.3d 118 (2023).   This was a case that I discussed last September in which the...

“Get Foreign Money Out of California Elections Act” Is Set To Advance

On December 16, 2022, California Assembly Member Alex Lee introduced AB 83 which would enact the "Get Foreign Money Out of California Elections Act. Six months later he requested that the bill be moved to the inactive file. When the legislature...

Are The Harvard Corporation Members Answerable Only To G-D?

On December 12, 2023, the Harvard Corporation  unanimously reaffirmed its support for President Claudine Gay's continued leadership despite her controversial testimony before the U.S. Congress and allegations of plagiarism. Harvard is a corporation...

If Harvard Is A Corporation, Does Its Board Owe Fiduciary Duties?

Of late, Harvard has garnered an abundance of attention regarding the continued incumbency of its President. Despite widely criticized testimony before Congress and the publication of allegations of plagiarism, the Harvard Corporation recently...

Abandoning Cumulative Voting Does Not Extend Term Of Office

In November 2018, the citizens of Mission Viejo elected three persons to the City Council for two-year terms of office, rather than four years as prescribed by California Government Code section 57377. This was done pursuant to the terms of a...

California Says Corporations And LLCs Can't Be Directors; The Securities Exchange Act Apparently Believes Otherwise

Nine years ago, I posed the question of whether the California General Corporation Law permits corporations to serve as directors. My answer at the time was "no" because Section 164 of the Corporations Code defines "director" to mean a natural...

May Directors Vote By Proxy?

Neither California's nor Delaware's General Corporation Law expressly prohibits directors from being represented by proxy at board meetings. However, it appears to have been well settled in Delaware since at least 1915 that directors may not vote by...

Does An Exchange Of Emails Constitute A Board Meeting?

Under the California General Corporation Law, a board of directors can take action in two different ways - at a meeting or by unanimous written consent.  See Cal. Corp. Code § 307.  Over a decade ago, I posed the question of whether a director could...

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